KGL RESOURCES LIMITED — AGM Information 2005

Oct 20, 2005

KENTOR GOLD LTD ABN 52 082 658 080

Corporate Office Level 3, 15 Queen Street Melbourne Victoria 3000 www.kentorgold.com Tel: +61 (3) 9621 1344 Fax: +61 (3) 9621 1544 E-mail: info@kentorgoid.com

Australian Operations Suite 405, Level 4 9 Sherwood Road Toowong Queensland 4066 Tel: $+61(7)32178708$ $+61(7)32178698$ $\text{Fax:}$ E-mail: droyle@kentorgold.com.au Kyrgyz Republic 235/2 Erkindik Prospect 720739 Bishkek

Tel: +996 (312) 621 389 +996 (312) 665 759 ${\rm Fac}$ E-mail: kentor2@mail.kg

KENTOR GOLD LTD ABN 52082658080

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Kentor Gold Limited will be held at 401 Collins Street, Melbourne, Victoria on Thursday, 24 November 2005, commencing at 10:00 am.

In this document you will find:

• $\mathbf 1$ Notice of Annual General Meeting
• $\overline{2}$ An Explanatory Statement containing an explanation of, and information about, the proposed Resolutions.

Proxy Form $\mathfrak{B}$

KENTOR GOLD LTD ABN 52 082 658 080

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of the members of Kentor Gold Ltd ("the Company") will be held at 401 Collins Street, Melbourne Victoria 3000 commencing at 10:00 am on Thursday, 24 November 2005.

For the purpose of the meeting, securities will be taken to be held by persons who are registered holders as at 5:00 pm on Tuesday, 22 November 2005 ("Effective Time").

Business

Financial Report

1. To receive and consider the annual financial statements of the Company and its controlled entities and the reports of the directors and auditors in respect of the financial year ended 30 June 2005.

Resolution One - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following ordinary resolution:

That the Remuneration Report, included within the Directors' Report, for the year ended 30 June 2005 be adopted.

Explanation

The Corporations Act now requires listed companies to put to shareholders at the AGM a resolution concerning the Remuneration Report which is contained in the Directors' Report section of the Annual Report. The vote on the resolution is advisory and is not binding on the Directors or the Company. However Directors have indicated that they will take account of the shareholders' views when considering future remunerations matters.

A reasonable opportunity will be allowed to the shareholders as a whole for questions and comments on the Remuneration Report.

Resolutions Two and Three - Re-Election of Directors

To consider and, if thought fit, to pass the following ordinary resolutions:

• That, having retired pursuant to the Constitution of the Company, John Barr be $2.$ re-elected as a director of the Company.
• 1. That, having retired pursuant to the Constitution of the Company, Andrew Daley be re-elected as a director of the Company.

Explanation

The Constitution of the Company requires, where there are less than five directors, that two of the directors (excluding the Managing Director) to retire at each AGM, being the directors longest in office since being re-elected by shareholders at the date of the AGM.

John Barr, Andrew Daley and Hugh McKinnon were all re-elected at the previous AGM held on 24 January 2005. In this instance, the Constitution provides that the directors may select any two of their number to retire and offer them selves for re-election.

The Directors who are the subject of each resolution have abstained from making a recommendation in relation to their own re-election. The Directors not directly involved in each resolution recommend that shareholders vote in favour of the Directors standing for reelection.

Resolution Four - Appointment of Auditor

To consider and, if thought fit, to pass the following ordinary resolution:

1. That BDO be appointed as external auditor of the Company, subject to the Australian Securities and Investment Commission granting its approval for MSI Ragg Weir to resign as the auditor of the Company.

Explanation

The Corporations Act requires shareholders to approve the appointment of a new auditor.

During the year, the Company's auditor, MSI Ragg Weir, indicated their intention to resign as auditor of the Company. The Directors received expressions of interest from two audit forms with extensive experience in the resources sector. The Directors have received consent from BDO to act as the Company's auditor.

The change of auditor will be subject to the Australian Securities and Investment Commission granting its approval for MSI Ragg Weir to resign as the auditor of the Company.

The Directors recommend that shareholders vote in favour of the appointment of BDO as external auditor of the Company.

Other Business

To consider any other business that may be brought before the Meeting in accordance with the Constitution of the Company.

By order of the Board

Alexander Rein

John Rawling Company Secretary Dated 14 October 2005

Notes

Voting and Required Majority

For each of these Resolutions to be effective:

• each Resolution must be passed at a meeting of which not less than 21 days written a. notice specifying the intention to propose the Resolutions has been given, in accordance with Section 249H of the Corporations Act 2001; and
• each Resolution to be passed as an ordinary resolution must be passed by not less b. than a majority of all the votes cast by members entitled to vote on the Resolutions (whether in person or by proxy, attorney or representative); and
• each Resolution (if any) to be passed as a special resolution must be passed by at $C_{\star}$ least 75% of the votes cast by members entitled to vote on the Resolutions (whether in person or by proxy, attorney or representative).

Information for Members and about Proxies

• All holders of Ordinary Shares in the Company are entitled to attend the meeting a. and vote at the meeting;
• $\mathbf{b}$ . A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies;
• Where more than one proxy is appointed, each proxy must be appointed to represent $\mathcal{C}$ . a specified proportion of the member's voting rights;
• $d_{\cdot}$ Where more than one proxy is appointed and a poll is demanded, each proxy may only exercise the voting rights for the portion of the votes the person holds;
• A proxy need not be a member of the Company; e.
• $f_{\cdot}$ Unless a member specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting;
• A Proxy Form accompanies this Notice of Annual General Meeting. To be treated as g. valid, the Proxy Form must be correctly completed and lodged not less than 48 hours (or any shorter period as the directors may permit) before the time for holding the meeting. Please return your Proxy forms in the enclosed envelope to:

ASX Perpetual Registrars Limited Level 8, 580 George Street, Sydney, NSW, 2000 Locked Bag A14, Sydney South, NSW, 1235 1300 554 474 Telephone: (03) 9615 9947 (02) 9287 0309 Facsimile: